LED CONTROLS LTD

In these conditions:

Customer

Shall mean the Customer whose particulars appear on the paperwork.

Seller

Shall mean LED Controls Ltd.

Goods

Shall mean any Goods or any instalment or part thereof howsoever ordered by the Customer from the Seller.

These conditions of Sale together with such conditions as are to be implied by law form the entire agreement between the Customer and Seller and may only be varied in writing by an officer of the Seller. Any alleged verbal representations or collateral contracts shall be of no effect unless complying with the requirements of this clause.

Prices quoted are exclusive of VAT, carriage and installation, and remain valid for a period of 14 days.

1. Prospective customers wishing to open a credit account should apply to the Company enclosing full details of address, two trade references and the name of the banker. Until the opening of an account has been confirmed by the Company in writing goods will only be supplied on a pro forma basis.
2. Time of payment shall be of the essence. A Customer in whose favour a Credit Account has been opened must pay for the Goods on the last day of the month following date of invoice the due date or to any alternative terms agreed.
3. Where payment is not made by the due date, regardless of its other remedies, the Seller shall be entitled to charge interest. Interest will be calculated as per the Late payments of Commercial Debts Regulations 2002 and any amendments to said legislation.
4. The Seller shall be entitled in its absolute discretion to withdraw credit at any time and refrain from delivering the Goods until such time as the Buyer tenders the purchase money to the Seller together with any outstanding amounts which may be due to the Seller on any account whatsoever.
5. If any payment is dishonoured or countermanded by the Customer, the Seller shall have the right to charge to Customer a £25.00 administration fee.

1. Any delivery date quoted is in good faith, and shall not amount to any contractual obligation. The Seller shall not be responsible for any delay in delivery of the Goods howsoever caused. Time of delivery shall not be of the essence.
2. If the goods have been specially brought in the Company reserves the right to pass on any carriage charge made by its supplier.
3. The Seller shall be entitled to make delivery by instalments and to invoice the Customer separately for each instalment.
4. Any failure by the Customer to accept delivery save upon such grounds for rejection as are specified in the law relating to the Sale of Goods shall be deemed to be a breach of contract.

1. The Goods are at the risk of the Customer from the time of delivery.
2. Ownership of the Goods shall not pass to the Customer until the Seller has received in full in cash or cleared funds all sums due to it in respect of the Goods and all other sums which are or which become due to the Seller from the Customer on any account.
3. Until ownership of the Goods has passed to the Customer, the Customer must:
   1. hold the Goods on a fiduciary basis as the Sellers bailee;
   2. store the Goods at no cost to the Seller separately from all other Goods so they remain readily identifiable as the Sellers property;
   3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
   4. maintain the Goods in satisfactory condition insured on the Sellers behalf for their full price against all risks to the reasonable satisfaction of the Seller, and on request produce the policy of insurance; and
   5. hold the proceeds of any insurance on trust for the Seller and not mix them with any other money nor pay the proceeds into an overdrawn bank account.
4. The Customer may resell the Goods before ownership has passed solely on the following conditions:
   1. any sale shall be effected in the ordinary course of the Customers business at full market value and the Customer shall hold such part of the proceeds of sales as represents the amount owed to the Seller on behalf of the Seller and account to the Seller accordingly; and
   2. any such sale should be a sale of the Sellers property on the Customers own behalf and the Customer shall deal as principal when making such a sale.
5. The Customers right to use, sell, or have possession of the Goods shall terminate immediately if the Customer becomes insolvent or enters into any formal insolvency process, has a receiver, administrator or administrative receiver appointed, ceases to trade, suffers or allows any execution or sequestration, fails to observe obligations under these Conditions or any other contract with the Seller, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or encumbers or charges any of the Goods.
6. The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
7. The Customer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customers right to possession has terminated, to recover them.

1. In addition to all warranties implied by Statute, the Seller warrants that the Goods shall correspond with the written specification if any at the time of delivery, and will be free from defects in materials and workmanship for a period of 12 months from delivery, provided that:
   1. the Seller shall be under no liability for any defect arising from any drawing, design, specification or stipulation of the Customer;
   2. the Seller shall be under no liability in respect of any defect or lack of performance arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Sellers instructions, or misuse, alteration or repair of the Goods without the Sellers approval;
   3. if the Goods are not of the Sellers manufacture, but ordered for the Customer from a third party, the warranty shall be that manufacturers warranty or such warranty as is implied by law, whichever shall be longest; and
   4. the Seller shall be under no liability if the full purchase price for the Goods has not been paid by the due date.
2. Any claim by the Customer arising from a patent defect in the Goods shall be notified to the Seller in writing within 7 days of delivery. Any claim arising from a latent defect shall be made within 14 days of the defect becoming apparent.
3. Where the Seller accepts a claim made by the Customer in respect of the Goods, the Customers right shall be to a full or partial refund or replacement, at the Sellers option. In no circumstances shall the Seller have any further liability, save that nothing herein shall exclude any liability of the Seller for death or personal injury arising from the negligence of its employees or agents. In no other circumstances will the Seller be responsible for any consequential losses arising from the Goods or their delivery or late delivery.
4. The Customer is responsible for ensuring that the Goods are suitable for the purpose for which it intends to use them. The Sellers representatives do not offer advice on the use to which Goods are to be put.
5. Any article that has been supplied to special requirements cannot be accepted by the Company for return under any circumstances and in other instances a re stocking charge will be imposed.

The Company shall not be liable for its failure to perform any contract if such failure arises from any of the following: war, civil disturbance, fire, strikes, lock out, flood and Parliamentary statutes or other rules issued by any Government department, or any other cause similarly beyond the Companys control.

All goods are sold on the express understanding that customers are aware of the requirements and provisions of the above Act. The Company takes every care to ensure that goods offered for sale comply with the above Act when properly used and will not accept any liability in the event of misuse by customers.

Without prejudice to any other right or remedy, the Seller shall be entitled to suspend further performance and or terminate contractual relations with the Customer if the Customer is in breach of any of these Conditions.

1. If any term of these Conditions proves illegal or unenforceable in whole or part, such term shall be deemed excised from these Conditions without effect upon the validity of the remainder.
2. These Conditions and the contract between the Customer and Seller shall be governed by the laws of England, and the English Courts shall have exclusive jurisdiction.

© LED Controls Ltd. All rights reserved.